Willis Towers Watson signs agreement to acquire remaining 51% shares in WTW India
Willis Towers Watson (NASDAQ:WLTW), a leading global advisory, broking, and solutions company, announced the signing of an agreement to acquire the remaining 51% shares from Anemone Holdings Private Ltd and Rohit Jain in Willis Towers Watson (WTW) India. WTW currently owns 49% of Willis Towers Watson India Insurance Brokers Private Limited (WTW India) and recent changes in regulation have made it possible for WTW to own up to 100% of WTW India.
Pamela Thomson-Hall, Head of International, WTW, said: “As one of the world’s largest and fastest growing economies, with an expected 17% growth rate in the non-life insurance market over the next five years, we see rising demand and opportunities for cyber, health and benefits, crop and surety insurance in the Indian market. Acquiring 100% ownership of WTW India will enable us to further capitalise on the significant growth opportunities in this market and to better serve the rapidly evolving needs of our clients in India.
The Covid-19 crisis has underscored the vital role of risk management and insurance in protecting and strengthening businesses and communities’ resilience to pandemic shock in emerging markets such as India. We are committed to the Indian market and see we can play a significant role to help raise the under-penetration of insurance and close the protection gap that the country needs.”
Rohit Jain, Head of India, WTW added: “These are unprecedented times for humanity and businesses, especially the risks that confront both. Emerging forms of risks like climate change, pandemic, cyber threats and the growing health-wealth gap demand immediate and comprehensive solutions that address risk mitigation, incident response and compensation for loss. WTW already has a significant presence in India and this acquisition is another important milestone towards bringing our clients the best-in-class products and solutions, technology and unprecedented insight for sound risk-based decision making.”
This transaction remains subject to customary legal and regulatory approvals.
Generali launches a cash voluntary public tender offer for all shares of Cattolica Assicurazioni
Consolidates Generali’s position in Italy in P&C and Life and reinforces its position amongst the main European insurers
The operation is perfectly aligned with the guidelines of the Generali 2021 Strategic Plan – “Leveraging strengths to accelerate growth,” delivering profitable growth and creating value for customers and shareholders as part of its Lifetime Partner ambition
Enhanced product offering, distribution networks and digital capabilities to benefit both sets of customers
Access to Cattolica’s ample customers base, its extended distribution network and the diversified P&C portfolio with a significant weight in property and health lines
Attractive transaction and terms for Cattolica shareholders and other stakeholders
Limited execution risk, thanks to the strategic partnership already in place and from Generali’s proven track record in managing integrations in Italy
At a meeting chaired by Gabriele Galateri di Genola, the Board of Directors of Assicurazioni Generali unanimously approved today the launch of a cash voluntary public tender offer (the “Offer”) on all of the ordinary shares of Società Cattolica di Assicurazione S.p.A (“Cattolica”), including the treasury shares, reduced by the shares already owned by the Generali, as announced by the communication issued today pursuant to art. 102, paragraph 1, of Legislative Decree 24 February 1998, n. 58, and art. 37 of the regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented
The proposed transaction will consolidate Generali’s position in the Italian insurance market, reinforce its position amongst the largest European insurers and accelerate the business mix diversification towards the P&C segment, consistent with the guidelines of the Generali 2021 Strategic Plan – “Leveraging strengths to accelerate growth.”
The Offer is expected to build on the success and momentum of the strategic partnership entered into between Generali and Cattolica on June 24th 2020, and should allow customers of both organisations to benefit from the breadth of the combined product offering, the expanded reach of distribution channels and the integration of key digital technologies.
The terms of the proposed transaction represent an attractive outcome for relevant Cattolica stakeholders:
Shareholders: receive a cash price equal to Euro 6,75 per share at a significant premium equal to 40.5% compared to the arithmetic average, weighted by traded volumes, of the official price per Issuer’s share of the last 6 months before May 28th 2021.
Customers: benefit from a broader range of innovative products accessed through an expanded technological and digital distribution network;
Agents: able to target a significantly enlarged customer base through digitally-enabled tools and capabilities, delivering a more complete range of products and services;
Employees: opportunity for professional growth as part of a leading international insurance group;
Community and Environment: become part of Generali’s support network for local communities and territory, and its commitment to ESG and “green” investments.
The Offer will be able to further enhance the distinguishing features of Cattolica, also thanks to the technological and dimensional contribution of Generali with particular attention to the maintenance of some essential elements of Cattolica such as:- the protection of the identity and historical link of Cattolica with its territory of origin- the maintenance of the Cattolica brand- the enhancement of experiences and assets with reference to the agricultural-insurance sector, the third sector (associations and religious bodies) and bancassurance in a logic of development and enhancement of the business
The Offer is also a compelling financial proposition for Generali shareholders, with the proposed transaction expected to deliver significant synergies, primarily through economies of scale and by leveraging Generali’s best-in-class technical capabilities.
Once the transaction is finalised, the combined group profitability will benefit synergies from operating costs, technical ratios and revenues (estimated to reach a run-rate pre-tax of more than € 80 million per year), mainly stemming from economies of scale, the Offeror’s ability to streamline processes, extension of production capacity, as well as the ability to optimize, inter alia, the risk underwriting policy.The related integration costs are estimated as a total of approximately € 150-200 million before tax, to be incurred over the next four years. Generali expects limited execution risk in the implementation of the merger between the two groups, thanks to the strategic partnership already underway with Cattolica and given the proven track record of Generali in managing integrations.
Following the completion of the Offer, Generali expects to generate significant value creation in the medium and long term, taking into account the synergies achievable through the transaction.The impact on the Group Regulatory Solvency Ratio, estimated to be approximately -7.8 p.p..
The proposed transaction is fully aligned with the guidelines of the Generali 2021 Strategic Plan, its rigorous and disciplined approach to M&A and its commitment to deliver profitable growth and create value for customers and shareholders.
The finalisation of the Transaction is expected to take place by the end of this year and is subject to regulatory authorisation being received, as well as conditions to be met as indicated in the above-mentioned communication of today, which will be further detailed in the Offer Document.
Diana Shipping Inc. Commences Self Tender Offer to Purchase Up to 6,000,000 Shares
Diana Shipping Inc., a global shipping company specializing in the ownership of dry bulk vessels, announced the commencement of a tender offer to purchase up to 6,000,000 shares, or about 6.7%, of its outstanding common stock using funds available from cash and cash equivalents on hand at a price of $2.00 per share. The tender offer will expire at the end of the day, 5:00 P.M., Eastern Time, on January 14, 2021, unless extended or withdrawn. The Board of Directors determined that it is in the Company’s best interest to repurchase shares at this time given Diana Shipping’s cash position and stock price. The tender offer is not conditioned upon any minimum number of shares being tendered; however, the tender offer is subject to a number of other terms and conditions. Specific instructions and an explanation of the terms and conditions of the tender offer are contained in the Offer to Purchase and related materials that are being mailed to shareholders.
Diana Shipping Inc. has retained Computershare Trust Company, N.A. as the depositary for the tender offer and Georgeson LLC as the information agent.
Diana Shipping Inc. announced Final Results of Self Tender Offer for Shares of Common Stock
Diana Shipping Inc. (NYSE: DSX) (the “Company”), a global shipping company specializing in the ownership of dry bulk vessels, announced the final results of its tender offer to purchase up to 2,000,000 shares of its common stock, par value of US$0.01 per share (the “common stock”), at a price of US$3.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The tender offer expired at 5:00 P.M., Eastern Time, on July 25, 2019.
Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, the total number of shares tendered in the tender offer was 2,618,080.6973 shares. Because the tender offer was oversubscribed, the number of shares that the Company purchased from each tendering shareholder was prorated so that the Company purchased a total of 2,000,000 shares in the tender offer for an aggregate purchase price of US$7,500,000.
Listing and initiation of trading of the new shares of Eurobank Ergasias which were issued due to the increase of its share capital in the context of the merger with absorption of the company Grivalia Properties REIC
Eurobank Ergasias S.A. (hereinafter the “Bank” or “Absorbing Company” or “Eurobank”) announces that on 23.05.2019 the trading of its 1,523,163,087 new common voting shares will be initiated at Athens Exchange (hereinafter “ATHEX”), of nominal value €0.23 each, which were issued due to the increase of the share capital for the merger by absorption of the company Grivalia Properties REIC (hereinafter the “Grivalia” or “Absorbed Company”) by the Bank (hereinafter the “Merger”).
In particular, the Extraordinary General Meeting of the shareholders of the Absorbing Company held on 05.04.2019, resolved, among others:
(a) The approval of the merger between the Bank and Grivalia, by absorption of the latter by the former.
(b) The approval of the Draft Merger Agreement, as it was approved by the Board of Directors of the two above merging companies.
(c) The increase of the Bank’s share capital:
by the amount of €164,848,663.17, which corresponds to the share capital of Grivalia; andby the amount of €32,458,933.29, derived from taxed profits for rounding reasons of the nominal value of the new common share of the Bank, which is amended from €0.30 to €0.23.Following the above increases, Eurobank’s total share capital amounts to €853,107,225.96 divided into 3,709,161,852 common voting shares of nominal value of €0.23 each.
The exchange ratio for the shareholders of the merging companies Eurobank and Grivalia is as follows:
The shareholders of the Absorbed Company will exchange every one (1) share they possess of nominal value €1.71, with 15.80000000414930 new, dematerialized, common voting shares of the Absorbing Company of nominal value €0.23. The shareholders of the Absorbing Company will retain the common shares they possessed before the Merger, with a new nominal value of €0.23 each. The Merger was approved on 17.05.2019 with the decision of the Ministry of Finance and Development No 1547823-1/17.05.2019, and was registered, on the same day, in the General Commercial Registry, with Registration Number 1743324. In accordance with the above mentioned decision of the Ministry of Finance and Development, the amendment of the article 5 of the Bank’s Articles of Association was also approved, regarding the aforementioned amendment of the Bank’s share capital and the nominal value of its shares.
The Corporate Actions Committee of the ATHEX at its meeting held on 16.05.2019 approved the admission to trading to the ATHEX of the 1,523,163,087 new common voting shares of nominal value €0.23, which were issued due to the Merger.
Beneficiaries of the new shares issued due to the Merger, are the shareholders who will be registered in the Dematerialized Securities System (the “DSS”) on 21.05.2019 (record date) as shareholders of the listing company Grivalia.
The new shares that resulted from the Merger will be credited, in accordance with the approved exchange ratio, in the shareholders’ accounts and securities accounts in the DSS on 23.05.2019, i.e. the date of initiation of the trading.
The opening price of the Bank’s shares in the ATHEX, since 20.05.2019, will be determined in accordance with the ATHEX Rulebook and in conjunction with the decision number 26 of the Board of Directors of ATHEX, as in force.
The document of article 4 of L. 3401/2005, as in force, regarding the Merger (hereinafter the «Document»), for the content of which the Board of Directors of the Hellenic Capital Markets Commission has been informed on 17.05.2019, is available to the investors since 17.05.2019 in electronic format.
In addition, printed copies of such Document will also be available to investors free of charge, upon their request, at the Bank’s offices at 10 Filellinon Str. & 13 Xenofontos Str., 1st floor. P.C. 105 57, Athens.